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STEINHOFF INTERNATIONAL HOLDINGS N.V. - Recommended Cash Offer For Darty Plc ("Darty") By Conforama Investissement 2 Sas ("Conforama

Release Date: 11/04/2016 16:55
Code(s): SNH
Wrap Text
Recommended Cash Offer For Darty Plc ("Darty") By Conforama Investissement 2 Sas ("Conforama

STEINHOFF INTERNATIONAL HOLDINGS N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share code: SNH
ISIN: NL0011375019


Recommended Cash Offer

For

Darty Plc ("Darty")

By

Conforama Investissement 2 Sas ("Conforama")
(a wholly owned subsidiary of Steinhoff International Holdings N.V.)


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION

FOR IMMEDIATE RELEASE

                                                                                 11 April 2016

Publication of Offer Document

On 18 March 2016 the boards of Conforama Investissement SNC and Darty announced that they had
reached agreement on the terms of a unanimously recommended cash offer to be made by Conforama
Investissement SNC or another wholly owned subsidiary of Steinhoff International Holdings N.V., to
acquire the entire issued and to be issued ordinary share capital of Darty by way of a takeover offer
within the meaning of Part 28 of the Companies Act (the "Offer").

Further to the announcement of the Offer on 18 March 2016, the board of directors of Conforama are
pleased to announce that the offer document containing the full terms and conditions of the Offer and
the procedures for its acceptance (the "Offer Document") is being published and posted today,
together with the related Form of Acceptance, to Darty Shareholders and, for information purposes
only, to participants in the Darty Share Incentive Schemes.

The First Closing Date of the Offer is 2 May 2016.

To accept the Offer in respect of certificated Darty Shares, the Form of Acceptance should be
completed, signed and returned as soon as possible, and in any event so as to be received by the
Receiving Agent, Computershare Investor Services PLC, no later than 1.00 p.m. (London time) on 2 May
2016 in accordance with the procedure set out in the Form of Acceptance and Part C of Annexure II of
the Offer Document.

To accept the Offer in respect of uncertificated Darty Shares, acceptances should be made
electronically through CREST so that the TTE Instruction settles as soon as possible and in any event
no later than 1.00 p.m. (London time) on 2 May 2016 in accordance with the procedure set out in Part
D of Annexure II of the Offer Document. If you are a CREST sponsored member, you should refer to
your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to
Euroclear. If you hold your Darty Shares through Euroclear France, you should contact your financial
intermediary through whom the Darty Shares are held as soon as possible and in any event by no later
than 29 April 2016.

The Offer Document together with those documents listed in paragraph 12 of Appendix II of the Offer
Document will be made available free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at http://www.steinhoffinternational.com. For the avoidance of
doubt, the content of such websites is not incorporated into, and does not form part of, this
announcement.

Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting
Computershare Investor Services PLC, on 0370 707 1102 from within the UK or on +44 370 707 1102
if calling from outside the UK (lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to
Friday, excluding UK public holidays). Calls to the helpline from outside the UK will be charged at the
applicable international rate. Different charges may apply to calls from mobile telephones and calls
may be recorded and randomly monitored for security and training purposes. The helpline cannot
provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Capitalised terms used but not defined in this announcement have the meanings set out in the Offer
Document.

Irrevocable Undertakings and Letter of Intent

The Darty Directors have irrevocably undertaken to accept, or to take all steps within their power to
procure the acceptance of, the Offer in respect of their entire beneficial holdings. Those holdings
amount to, in aggregate, 1,008,161 Darty Shares, representing, in aggregate, 0.19 per cent. of the
existing issued share capital of Darty. The irrevocable undertakings will cease to be binding if, amongst
other things, a competing offer is received from a third party which Lazard determines to be an
improvement to the terms of the Offer or the Offer lapses or is withdrawn.

Conforama Investissement SNC has also received a non-binding letter of intent from Schroder
Investment Management Limited to procure acceptance of the Offer in respect of holdings comprising
74,883,606 Darty Shares and representing approximately 14.14 per cent. of the existing issued share
capital of Darty.
Enquiries:

Conforama
Isabelle Hoppenot (Press contact)                  Tel: +33 6 25 58 14 38

Steinhoff International Holdings N.V.
Mariza Nel                                         Tel: +27 (0)21 808 0711

Citigroup Global Markets Limited
Jan Skarbek                                        Tel: +44 (0)20 798 6400
Nick Pagden
Charles-Henri Filippi
Ioannis Costoudes
Peter Brown (Corporate Broking)

HSBC Bank plc
Oliver Smith                                       Tel: +44 (0)20 7991 8888
Aamir Khan
Patrick Cazalaa
Dimitri Fotopoulos
Mark Dickenson (Corporate Broking)

Darty
Simon Ward                                         Tel: +44 (0) 20 7269 1411

Lazard & Co., Limited
William Rucker                                     Tel: +44 (0)20 7 187 2000 and
Matthieu Pigasse                                   +33 (0)1 4413 0111
Alexandra Soto
Nicholas Constant

Morgan Stanley & Co. International plc
Ian Hart                                           Tel: +44 (0) 20 7425 8000
Yves Ayache
Xavier Mayer

UBS Limited
Craig Calvert                                      Tel: +44 (0) 20 7567 8000
Sandip Dhillon

Media Enquiries:
Havas Worldwide (French PR Adviser to Conforama)
Anton Molina                                       Tel: +33 6 37 32 80 27

Maitland (UK PR Adviser to Conforama)
Kate O'Neill                                       Tel: +44 7714 415 229

RLM Finsbury (PR Adviser to Darty)
Rollo Head                                         Tel: +44 (0)20 7251 3801
Jenny Davey

PSG Capital Proprietary Limited (JSE Sponsor)


Important notice related to financial advisers

Citigroup Global Markets Limited, which is authorised by the Prudential Regulation Authority and
regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as
financial adviser to Steinhoff International Holdings N.V. and for no one else in connection with the
Offer and will not be responsible to anyone other than Steinhoff International Holdings N.V. for
providing the protections afforded to its clients or for providing advice in relation to the Offer, the
contents of this announcement or any other matters referred to in this announcement.

HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the FCA and the Prudential Regulation Authority, is acting as financial adviser to Steinhoff
International Holdings N.V. and for no one else in connection with the Offer and will not be responsible
to anyone other than Steinhoff International Holdings N.V. for providing the protections afforded to its
clients or for providing advice in relation to the Offer, the contents of this announcement or any other
matters referred to in this announcement.

Morgan Stanley & Co. International plc, which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United
Kingdom, is acting exclusively for Darty and no-one else in connection with the Offer. In connection with
such matters, Morgan Stanley & Co. International plc, its affiliates and their respective directors,
officers, employees and agents will not regard any other person as their client, nor will they be
responsible to any other person for providing the protections afforded to their clients or for providing
advice in relation to the Offer, the contents of this announcement or any other matter referred to
herein.

Lazard & Co., Limited, which is authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting
exclusively for Darty and no-one else in connection with the Offer. In connection with such matters,
Lazard & Co., Limited, its affiliates and their respective directors, officers, employees and agents will
not regard any other person as their client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for providing advice in relation to the Offer, the
contents of this announcement or any other matter referred to herein

UBS Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively
for Darty and no-one else in connection with the Offer. In connection with such matters, UBS Limited,
its affiliates and their respective directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other person for providing the protections
afforded to their clients or for providing advice in relation to the Offer, the contents of this
announcement or any other matter referred to herein.

Further information

This announcement is for information purposes only and does not constitute an offer to sell or subscribe
for or an invitation to purchase any securities or the solicitation of any vote or approval in any
jurisdiction, or the solicitation of an offer to buy securities, pursuant to the Offer or otherwise, nor shall
there be any sale, issuance or transfer of securities by Darty or Conforama pursuant to the Offer in any
jurisdiction in contravention of applicable laws. The Offer will be effected solely through the Offer
Document, which will contain the full terms and conditions of the Offer, including details of how to
accept the Offer. Darty and Conforama urge Darty Shareholders to read the Offer Document which
will be distributed to Darty Shareholders, persons with information rights and, for information purposes
only, to participants in the Darty Share Plan in due course, as it will contain important information
relating to the Offer.

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purpose of complying with English law and the City Code
and the information disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions outside the United
Kingdom.

Overseas shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted
by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions
should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Conforama or required by the City Code and permitted by applicable
law and regulation, the Offer will not be made, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer will not be capable
of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and
all documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction, and persons receiving this announcement and all documents
relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported
acceptance of the Offer.

The availability of the Offer to Darty Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to overseas Darty Shareholders will be contained in the Offer Document.

Forward looking statements

This announcement, any oral statements made by Conforama or Darty in relation to the Offer, and
other information published by Conforama or Darty may contain statements about Conforama and
Darty that are or may be forward looking statements. All statements other than statements of historical
facts included in this announcement may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words "targets", "plans", “goals”, "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms
of similar substance or the negative thereof, are forward looking statements. Forward looking
statements include statements relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies and the expansion and
growth of Conforama’s or Darty’s operations and potential synergies resulting from the Offer; (iii)
currency fluctuations; and (iv) the effects of government regulation on Conforama’s or Darty’s business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected
results and/or the operations of Conforama and Darty, and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those projected or implied in any
forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward looking statements. Each forward looking statement speaks only as of
the date of this Announcement (or, in the case of an oral statement, as of the date it was made).
Conforama and Darty disclaim any obligation to update or revise any forward looking or other
statements contained herein, except as required by applicable law.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit estimate and no statement
in this announcement should be interpreted to mean that the future earnings per share of the Steinhoff
Group as enlarged by the Offer, Conforama and/or Darty for current or future financial years will
necessarily match or exceed the historical or published earnings per share of Conforama or Darty.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that
precede them.

Disclosure requirements of the City Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position Disclosure following the commencement of the offer period and, if later,
following the announcement in which any securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company or of a securities exchange offeror
prior to the deadline for making an Opening Position Disclosure must instead make a Dealing
Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (London time) on the business day following the date
of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities
in issue, when the offer period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to
whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available, free of charge subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, at http://www.steinhoffinternational.com by no
later than 12 noon (London time) on the Business Day following the date of this annoucement.

Neither the content of the website referred to in this announcement nor the content of any website
accessible from hyperlinks on Steinhoff's website (or any other website) is incorporated into, or forms
part of, this announcement.

The Offer is subject to the provisions of the City Code. In accordance with Rule 23.2 of the City Code on
Takeovers and Mergers, a copy of this announcement will be published on Darty's website at
http://www.dartygroup.com.

You may request a hard copy of this announcement, free of charge, by contacting the Computershare
Corporate Actions Projects, Bristol BS99 6AH, telephone 0370 707 1102 from within the UK or on +44
370 707 1102 if calling from outside the UK (lines are open from 8.30 a.m. to 5.30 p.m. (London time)
Monday to Friday, excluding UK public holidays). Darty Shareholders may also request that the Offer
Document, Form of Acceptance and all future documents, announcements and information to be sent
to them in relation to the Offer should be in hard copy form.

Date: 11/04/2016 04:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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